Exhibit
      10.4


    THE
      EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT
      MAY
      ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE
      SECURITIES LAWS. AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS WARRANT,
      THE
      COMPANY MAY REQUIRE SUCH CERTIFICATES AND OPINIONS OF COUNSEL AS IT REASONABLY
      DEEMS NECESSARY FROM THE PERSON EXERCISING THIS WARRANT TO ESTABLISH THE
      EXISTENCE OF SUCH EXEMPTIONS.

    


    NEITHER
      THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
      TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
      TO
      THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      Purchase [XXXXX]* 
      Shares
      of Common Stock of

     

    THE
      TUBE MEDIA CORP.

     

    
      	No. 2006-3 	
              Date:
                March 22,
                2006

            


    

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”)
      certifies that, for value received, Sinclair Television Group, Inc., a Maryland
      corporation (the “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date hereof (the
      “Initial
      Exercise Date”)
      and on
      or prior to the close of business on the tenth anniversary of the issuance
      of
      the Initial Exercise Date (the “Termination
      Date”),
      but
      not thereafter, to subscribe for and purchase from The Tube Media Corp., a
      Delaware corporation (the “Company”),
      [XXXXX]* shares (the “Warrant
      Shares”)
      of
      Common Stock, par value $2.25 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant shall be equal
      to
      the Exercise Price, as defined in Section 2(b).

    


    Section
      1.    Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, the following terms
      have the meanings indicated in this Section 1.

     

    
      
        
          

          
            *
              Filed
              under an application for confidential treatment.

          

        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144 under the Securities Act.


     

    “Charter
      Affiliation Agreement”
means
      the Affiliation Agreement entered into between the Holder and the Company on
      even date herewith.

     

    “Holder”
shall
      mean the Person in whose name the Warrant set forth herein is registered on
      the
      books of the Company maintained for such purpose.

    


    “Original
      Issue Date”
shall
      mean the date on which the Original Warrants were issued, as set forth on the
      cover page of this Warrant.

    


    “Original
      Warrants”
shall
      mean the Warrants originally issued by the Company on the Original Issue Date
      to
      Holder, including this Warrant, pursuant to the letter agreement dated March
      20,
      2006.

    


    “Outstanding”
shall
      mean, when used with reference to Common Stock, at any date as of which the
      number of shares thereof is to be determined, all issued shares of Common Stock,
      except shares then owned or held by or for the account of the Company or any
      Subsidiary thereof, and shall include all shares issuable in respect of
      outstanding scrip or any certificates representing fractional interests in
      shares of Common Stock.

    


    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Trading
      Day”
means
      a
      day during which trading in securities generally occurs on the Trading Market
      in
      which the Common Stock is then
      listed or traded.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the OTC Bulletin Board, the Nasdaq SmallCap
      Market, the American Stock Exchange, the New York Stock Exchange or the Nasdaq
      National Market.

     

    “Transfer”
shall
      mean any disposition of any Warrant or Warrant Shares or of any interest in
      either thereof, which would constitute a “sale” thereof within the meaning of
      the Securities Act.

     

    “Warrants”
shall
      mean the Original Warrants and all warrants issued upon transfer, division
      or
      combination of, or in substitution for, such Original Warrants or any other
      such
      Warrant. All Warrants shall at all times be identical as to terms and conditions
      and date, except as to the number of shares of Common Stock for which they
      may
      be exercised.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      2.    Exercise.

     

    (a)
      Exercise
      of Warrant.
      Exercise of the purchase rights represented by this Warrant may be made at
      any
      time or times on or after the Initial Exercise Date and on or before the
      Termination Date by delivery to the Company (or such other office or agency
      of
      the Company as it may designate by notice in writing to the registered Holder
      at
      the address of such Holder appearing on the books of the Company) of: (i) the
      Notice of Exercise Form annexed hereto duly completed and executed; (ii) the
      aggregate Exercise Price of the shares thereby purchased by wire transfer of
      immediately available United States funds or cashier’s check drawn on a United
      States bank; (iii) the surrender of this Warrant; and (iv) payment of all taxes
      required to be paid by the Holder, if any, pursuant to Section 2(e)(vi); and
      (iv) the receipt of such certificates and other documents as reasonably may
      be
      required by the Company to determine that the exercise complies with applicable
      securities laws. The Trading Day on which the last of the foregoing deliveries
      is received by the Company is referred to as the “Exercise
      Date”;
      provided, however, that if the last of such deliveries is received after the
      close of trading on the Trading Market for the Common Stock, the Exercise Date
      shall be deemed to be the next Trading Day. This Warrant shall be deemed to
      have
      been exercised, the Warrant Shares shall be deemed to have been issued, and
      the
      Holder or any other person so designated to be named therein as the holder
      of
      the Warrant Shares shall be deemed to have become a holder of record of such
      shares for all purposes, as of the Exercise Date.

     

    (b)
      Exercise
      Price.
      The
      exercise price for each Warrant Share issuable under this Warrant shall be
      $2.25
      per share, subject to adjustment hereunder (the “Exercise
      Price”).

     

    (c)
      Payment
      of Exercise Price:
      The
      Holder shall pay the aggregate Exercise Price by wire transfer of immediately
      available United States funds or cashier’s check drawn on a United States
      bank.

     

    (d)
      Mechanics
      of Exercise.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    i.        Authorization
      of Warrant Shares.
      The
      Company covenants that all Warrant Shares which may be issued upon the exercise
      of the purchase rights represented by this Warrant will, upon exercise of the
      purchase rights represented by this Warrant, be duly authorized, validly issued,
      fully paid and nonassessable and free from all taxes, liens and charges in
      respect of the issue thereof (other than taxes in respect of any transfer
      occurring contemporaneously with such issue). The Company covenants that during
      the period the Warrant is outstanding, it will reserve from its authorized
      and
      unissued Common Stock a sufficient number of shares to provide for the issuance
      of the Warrant Shares upon the exercise of any purchase rights under this
      Warrant. The Company further covenants that its issuance of this Warrant shall
      constitute full authority to its officers who are charged with the duty of
      executing stock certificates to execute and issue the necessary certificates
      for
      the Warrant Shares upon the exercise of the purchase rights under this Warrant.
      The Company will take all such reasonable action as may be necessary to assure
      that such Warrant Shares may be issued as provided herein without violation
      of
      any applicable law or regulation, or of any requirements of the Trading Market
      upon which the Common Stock may be listed.

     

    ii.        Delivery
      of Certificates Upon Exercise.
      Certificates for shares purchased hereunder shall be transmitted by the transfer
      agent of the Company to the Holder (A) by crediting the account of the Holder’s
      prime broker with the Depository Trust Company through its Deposit Withdrawal
      Agent Commission (“DWAC”)
      system, provided that (I) the Company is a participant in such system and (II)
      the DWAC system provides an adequate method of protecting against the transfer
      of the Warrant Shares in violation of the restrictions on transfer set forth
      herein, and (B) otherwise by depositing the certificate(s) representing the
      Warrant Shares with a nationally recognized overnight courier for delivery
      to
      the address specified by the Holder in the Notice of Exercise on the next
      Trading Day, in either event within 3 Trading Days of the Exercise Date
      (“Warrant
      Share Delivery Date”).
      

     

    iii.        Delivery
      of New Warrants Upon Exercise.
      If this
      Warrant shall have been exercised in part, the Company shall, at the time of
      delivery of the certificate or certificates representing Warrant Shares, deliver
      to Holder a new Warrant evidencing the rights of Holder to purchase the
      unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
      in all other respects be identical with this Warrant.

     

    iv.        No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. As to any fraction of a share which Holder would
      otherwise be entitled to purchase upon such exercise, the Company shall pay
      a
      cash adjustment in respect of such final fraction in an amount equal to such
      fraction multiplied by the Exercise Price.

     

    v.        Charges,
      Taxes and Expenses.
      Issuance of certificates for Warrant Shares shall be made without charge to
      the
      Holder for any issue or transfer tax or other incidental expense in respect
      of
      the issuance of such certificate, all of which taxes and expenses shall be
      paid
      by the Company, and such certificates shall be issued in the name of the Holder
      or in such name or names as may be directed by the Holder; provided,
      however,
      that in
      the event certificates for Warrant Shares are to be issued in a name other
      than
      the name of the Holder, this Warrant when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the Holder;
      and the Company may require, as a condition thereto, the payment of a sum
      sufficient to reimburse it for any transfer tax incidental thereto.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    vi.        Closing
      of Books.
      The
      Company will not close its stockholder books or records in any manner which
      prevents the timely exercise of this Warrant, pursuant to the terms
      hereof.

     

        (f) 
      Compliance With Securities Laws.
      By
      acquiring this Warrant from Company on the date hereof, the Holder agrees,
      acknowledges, covenants, represents and warrants as follows:

     

    (i)
      This
      Warrant and the shares of Common Stock issuable upon exercise hereof have not
      been registered under the Securities Act, or qualified or registered under
      any
      state securities laws which may be applicable. Holder understands that this
      Warrant and such shares of Common Stock have been and will be issued and sold
      hereunder in transactions exempt from the registration or qualification
      requirements of the Securities Act and applicable state securities laws and
      Holder acknowledges that reliance on and the availability of said exemptions
      is
      predicated in part on the accuracy of Holder's representations and warranties
      herein. 

     

    (ii)
      Holder represents and warrants that it is acquiring this Warrant for its own
      account, for purposes of investment, and not with a view to, or for sale in
      connection with, any distribution thereof within the meaning of the Securities
      Act and the rules and regulations promulgated thereunder. Holder represents,
      warrants and agrees that it will not sell, exercise, transfer or otherwise
      dispose of this Warrant (or any interest therein) or any of the Common Stock
      purchasable upon exercise hereof, except pursuant to (i) an effective
      registration statement under the Securities Act and applicable state securities
      laws or (ii) an opinion of counsel, satisfactory to Company, that an exemption
      from registration under the Securities Act and such laws is available. Holder
      understands that Company will be relying upon the truth and accuracy of the
      representations and warranties contained in this section in issuing this Warrant
      and such Common Stock without first registering the issuance thereof under
      the
      Securities Act or qualifying or registering the issuance thereof under any
      state
      securities laws that may be applicable. 

     

    (iii)
      Holder acknowledges that there is not a liquid public market for the Warrant,
      although there currently is a public trading market for the Common
      Stock,
      and
      there
      can be no assurance that any such market will be developed, and there can be
      no
      assurance that Holder will be able to liquidate its investment in Company.
      Holder represents and warrants that it is familiar with and understands the
      terms and conditions of Rule 144 promulgated under the Securities Act.


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (iv)
      Holder represents and warrants to Company that (x) it is an accredited investor
      as defined in Regulation D of the Rules and Regulations of the Securities and
      Exchange Commission; (y) it has such knowledge and experience in financial
      and
      business matters as is necessary to enable it to evaluate the merits and risks
      of any investments in Company and is not utilizing any other person to be a
      purchaser representative in connection with evaluation of such merits and risks;
      and (z) it has no need for liquidity in an investment in Company and is able
      to
      bear the risk of that investment for an indefinite period and to afford a
      complete loss thereof. 

     

    (v)
      Holder represents and warrants that it has had access to, and has been furnished
      with, all of the information it has requested from Company and has had an
      opportunity to review the books and records of Company and to discuss with
      management and members of the board of directors of Company the business and
      financial affairs of Company. 

     

    (vi)
      Holder agrees that at the time of each exercise of this Warrant, unless the
      issuance of shares of Common Stock issuable thereupon is pursuant to an
      effective registration statement under the Securities Act, Holder will provide
      Company with a letter embodying the representations and warranties set forth
      in
      subsections (i) through (v), in form and substance satisfactory to Company,
      and
      agrees that the certificate(s) representing any shares issued to it upon any
      exercise of this Warrant may bear such restrictive legend as Company may deem
      necessary to reflect the restricted status of such shares under the Securities
      Act unless Company shall have received from Holder an opinion of counsel to
      Holder, reasonably satisfactory in form and substance to Company, that such
      restrictive legend is not required. 

     

    Section
      3.     Certain Adjustments.

     

    (a)    Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding: (A) pays a stock
      dividend or otherwise makes a distribution on shares of its Common Stock or
      any
      other equity or equity equivalent securities payable in shares of Common Stock
      (which, for avoidance of doubt, shall not include any shares of Common Stock
      issued by the Company pursuant to this Warrant or any other option, warrant
      or
      other right to acquire the Common Stock), (B) subdivides outstanding shares
      of
      Common Stock into a larger number of shares (including by way of a stock split),
      or (C) combines (including by way of reverse stock split) outstanding shares
      of
      Common Stock into a smaller number of shares, then in each case the Exercise
      Price shall be multiplied by a fraction of which the numerator shall be the
      number of shares of Common Stock outstanding before such event and of which
      the
      denominator shall be the number of shares of Common Stock outstanding after
      such
      event. Any adjustment made pursuant to this Section 3(a) shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution and shall become effective immediately
      after the effective date in the case of a subdivision or
      combination.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b)    Adjustment
      of Number of Shares.
      Upon
      each adjustment in the Exercise Price pursuant to Section 3(a), the number
      of
      shares of Common Stock issuable upon exercise hereof shall be adjusted, rounded
      up to the nearest whole share, to the product obtained by multiplying such
      number of shares purchasable immediately prior to such adjustment in the
      Exercise Price by a fraction, the numerator of which shall be the Exercise
      Price
      immediately prior to such adjustment and the denominator of which shall be
      the
      Exercise Price immediately thereafter.

     

    (c)    Calculations.
      All
      calculations under this Section 3 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. The number of shares of Common
      Stock outstanding at any given time shall not includes shares of Common Stock
      owned or held by or for the account of the Company as treasury
      shares.

     

    (d)    Failure
      to Effect Event Requiring Adjustment.
      If
      any
      event requiring an adjustment in the Exercise Price and the number of Warrant
      shares issuable hereunder is not paid or made, then the Exercise Price and
      number of shares issuable upon exercise of this Warrant shall again be adjusted
      to be the Exercise Price and number of shares which would then be in effect
      if
      such adjustment had not been made for such.

     

    (e)    Notice
      to Holders.
      Whenever the Exercise Price is adjusted pursuant to Section 3(a), the Company
      shall promptly mail to each Holder a notice setting forth the Exercise Price
      after such adjustment and setting forth a brief statement of the facts requiring
      such adjustment.

     

    (f)    
Organic
      Change.
      Any
      recapitalization, reorganization, reclassification, consolidation or merger
      to
      which the Company is a party, or sale of all or substantially all of the
      Company’s assets to another Person or other transaction that is effected in such
      a way that holders of Common Stock are entitled to receive (either directly
      or
      upon subsequent liquidation) stock, securities or assets with respect to or
      in
      exchange for Common Stock is referred to herein as an “Organic Change.” Prior to
      the consummation of any Organic Change, the Company will make appropriate
      provision to ensure that the Holder will thereafter have the right to acquire
      and receive, upon exercise of this Warrant, in lieu of or addition to (as the
      case may be) the Warrant Shares immediately theretofore acquirable and
      receivable upon the exercise of such holder’s Warrant, such stock, securities or
      assets as may be issued or payable with respect to or in exchange for the number
      of Warrant Shares immediately theretofore acquirable and receivable upon
      exercise of the Holder’s Warrant had such Organic Change not taken place. In any
      such case, the Company will make appropriate provision with respect to the
      Holder’s rights and interests to ensure that the provisions of this Section 3(f)
      hereof will thereafter be applicable to the Warrant. The Company will not effect
      any such Organic Change, unless prior to the consummation thereof, the successor
      entity (if other than the Company) resulting from consolidation or merger or
      the
      corporation purchasing such assets assumes by written instrument, the obligation
      to deliver to the Holder such stock, securities or assets as, in accordance
      with
      the foregoing provisions, Holder may be entitled to acquire. The Company will
      give written notice to the Holder at least 20 days prior to the date on which
      the Company closes its books or takes a record for determining rights to vote
      with respect to any Organic Change, dissolution or liquidation. The Company
      will
      also give written notice to the Holder at least 20 days prior to the date on
      which any Organic Change, dissolution or liquidation will take
      place.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      4.    Transfer
      of Warrant.

     

    (a)    Transferability.
      Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Sections 4(d) and 5(a) hereof and to the provisions of Section 4.1 of the
      Purchase Agreement, this Warrant and all rights hereunder are transferable,
      in
      whole or in part, upon surrender of this Warrant at the principal office of
      the
      Company, together with a written assignment of this Warrant substantially in
      the
      form attached hereto duly executed by the Holder or its agent or attorney and
      funds sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Company shall
      execute and deliver a new Warrant or Warrants in the name of the assignee or
      assignees and in the denomination or denominations specified in such instrument
      of assignment, and shall issue to the assignor a new Warrant evidencing the
      portion of this Warrant not so assigned, and this Warrant shall promptly be
      cancelled. A Warrant, if properly assigned, may be exercised by a new holder
      for
      the purchase of Warrant Shares without having a new Warrant issued.


     

    (b)    New
      Warrants.
      This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by the Holder or its agent or attorney. Subject to compliance with
      Section 4(a), as to any transfer which may be involved in such division or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice.

     

    (c)    Warrant
      Register.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    (d)    Transfer
      Restrictions.
      If,
      at the
time
      of
      the surrender of this Warrant in connection with any transfer of this Warrant,
      the transfer of this Warrant shall not be registered pursuant to an effective
      registration
      statement under the Securities Act
      and
under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such transfer (i) that the Holder or transferee of this
      Warrant, as the case may be, furnish to the Company a written opinion of counsel
      (which opinion shall be in form, substance and scope customary for opinions
      of
      counsel in comparable transactions) to the effect that such transfer may be
      made
      without
      registration under
      the
      Securities Act and under applicable state securities or blue sky laws, (ii)
      that
      the holder or transferee execute and deliver to the Company an investment letter
      in form and substance acceptable to the Company and (iii) that the transferee
      be
      an “accredited
      investor” as defined in Regulation D promulgated under the Securities
      Act.

     

    (e)    Legend. The
      Warrant Shares issuable hereunder shall bear the following legend:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
      OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. 

    


     

    Certificates
      evidencing the Warrant Shares shall not contain the legend set forth above:
      (i)
      following any sale of such Warrant pursuant to an effective registration
      statement under the Securities Act or pursuant to Rule 144, or (ii) if such
      Warrant Shares are eligible for sale under Rule 144(k), provided that, in each
      case, the Holder provides a copy of such certificates or confirmations as the
      Company reasonably requests.

     

    Section
      5.    Miscellaneous.

     

    (a)    Title
      to Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose, in the name of the record Holder hereof from time
      to
      time. The Company may deem and treat the registered Holder of this Warrant
      as
      the absolute owner hereof for the purpose of any exercise hereof or any notice
      to the Holder, and for all other purposes, absent actual written notice to
      the
      contrary and compliance with the applicable provisions concerning transfer
      of
      this Warrant.

     

    (b)    No
      Rights as Shareholder Until Exercise.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company prior to the Exercise Date and then only with respect
      to the Warrant Shares to be issued with respect threreto. 

     

        (c)    Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it
      (which, in the case of the Warrant, shall not include the posting of any bond),
      and upon surrender and cancellation of such Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of such cancellation, in lieu of such Warrant or
      stock certificate.

     

    (d)    Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a Saturday, Sunday or a legal holiday,
      then such action may be taken or such right may be exercised on the next
      succeeding day not a Saturday, Sunday or legal holiday.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e)    Exchange
      of Warrant for Warrants of Different Denominations.
      This
      Warrant is exchangeable, upon the surrender hereof by the Holder at the
      principal office of the Company, for new Warrants of like tenor representing
      in
      the aggregate the right to purchase the number of Warrant Shares then
      purchasable hereunder, and each of such new Warrant will represent such portion
      of such rights as is designated by the Purchaser at the time of such surrender.
      The date the Company initially issued this Warrant will be deemed to be the
      warrant issue date for such new Warrants regardless of the number of times
      new
      certificates representing the unexplored and unexercised rights formerly
      represented by this Warrant shall be issued.

     

    (f)    Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed in accordance with the
      internal laws of the State of New York, without regard to the principles of
      conflicts of law thereof.

     

    (g)    Restrictions.
      The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale imposed by state
      and federal securities laws.

     

    (h)    No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder shall operate as a waiver of such right or otherwise prejudice
      Holder’s rights, powers or remedies; provided, however, that all rights
      hereunder shall terminate on the Termination Date. 

     

    (i)    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (I) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      pages attached hereto prior to 4:00 p.m. (Eastern Time) on a Trading Day, (II)
      the next Trading Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto on a day that is not a Trading Day or later
      than 4:00 p.m. (Eastern Time) on any Trading Day, (III) the second Trading
      Day
      following the date of mailing, if sent by U.S. nationally recognized overnight
      courier service, or (IV) upon actual receipt by the party to whom such notice
      is
      required to be given; provided, however, that any exercise of the Warrant shall
      be effective in the manner provided in Section 2(a). The address for such
      notices and communications shall be (A) if to the Holder of this Warrant, at
      the
      registered address of such Holder as set forth in the Warrant register kept
      at
      the principal office of the Company or its Warrant registrar, if any, or (b)
      if
      to the Company, to it at the address set forth on the signature page
      hereto.

     

    (j)    Limitation
      of Liability.
      No
      provision hereof, in the absence of any affirmative action by Holder to exercise
      this Warrant or purchase Warrant Shares, and no enumeration herein of the rights
      or privileges of Holder, shall give rise to any liability of Holder for the
      purchase price of any Common Stock or as a stockholder of the Company, whether
      such liability is asserted by the Company or by creditors of the
      Company.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (k)    Remedies.
      Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Warrant. The Company agrees that monetary damages would not be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Warrant and hereby agrees to waive the defense in any action
      for specific performance that a remedy at law would be adequate.

     

    (l)    Successors
      and Assigns.
      Subject
      to applicable securities laws and the other restrictions on transfer set forth
      herein, this Warrant and the rights and obligations evidenced hereby shall
      inure
      to the benefit of and be binding upon the successors of the Company and the
      successors and permitted assigns of Holder. The provisions of this Warrant
      are
      intended to be for the benefit of all Holders from time to time of this Warrant
      and shall be enforceable by any such Holder.

     

    (m)   Amendment.
      This
      Warrant may be modified or amended or the provisions hereof waived with the
      written consent of the Company and the Holder.

     

    (n)    Severability.
      Wherever possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this Warrant shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provisions or the remaining
      provisions of this Warrant.

     

    (o)    Tax
      Treatment.
      This
      Warrant is not intended to qualify as an incentive stock option as defined
      in
      Section 422 of the Internal Revenue Code, as amended.

     

    (p)    Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      shall not, for any purpose, be deemed a part of this Warrant.

     

    


    ********************

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.

     

    
      	
              Dated: 
March
                20, 2006

            	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              THE
                TUBE MEDIA CORP

            
	 
 	
              
 

            	
              
 

            
	 	
              By: 

            	
               

            
	 	
              

            
	
               

            	Name:
	
               

            	Title 
	
               

            	 


    

    
      	
               

            	 

              Address
                for Notice:

              _____________________________________________

              _____________________________________________

              _____________________________________________

            
	 	 

              with
                a copy to (which shall not constitute notice) to:

              Blank
                Rome LLP

              1200
                N. Federal Highway, Suite 417

              Boca
                Raton, Florida 33432

              Attention:
                Bruce C. Rosetto, Esquire

            
	 	 


    

     

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    


    
      NOTICE
        OF EXERCISE

    

    


    TO: THE
      TUBE
      MEDIA CORP.

    


    (1) The
      undersigned hereby elects to exercise this Warrant with respect to ________
      Warrant Shares of the Company pursuant to the terms of the enclosed Warrant,
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    (2) Payment
      shall take the form of lawful money of the United States pursuant to


     

    (3) Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

     

    _______________________________

     

    Note:
      If
      issued in the name of a Person other than the Holder, additional documentation
      may be required by the Company as specified in the Warrant to assure compliance
      with federal and state securities laws.

    


    The
      Warrant Shares shall be delivered to the following:

    _______________________________

    
      _______________________________

        _______________________________

      



    (4) Accredited
      Investor; Investor Representation.
      The
      undersigned Holder is an “accredited investor” as defined in Regulation D
      promulgated under the Securities Act of 1933, as amended. The undersigned
      represents and warrants that the shares of Common Stock to be issued upon
      exercise hereof are being acquired solely for the account of the undersigned
      and
      not as a nominee for another party, and for investment, and that the undersigned
      will not offer, sell or otherwise dispose of any such shares of Common Stock
      except under circumstances that will not result in a violation of the Securities
      Act of 1933, as amended, or any applicable state securities laws. 

    


    (5) The
      undersigned had not previously sold, transferred or assigned this
      Warrant.

    


    Name
      of
      Holder: 

    ________________________________________________________________________

    Signature
      of Authorized Signatory of Holder:
      

    ________________________________________________________________________

    Name
      of
      Authorized Signatory: 

    ________________________________________________________________________

    Title
      of
      Authorized Signatory: 

    ________________________________________________________________________

    Date:
      ________

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information. 

    Do
      not
      use this form to exercise the warrant.)

    
 

    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

     

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    


    


    _______________________________________________________________

    


    Dated:
      ______________, __________

    


    


    
      	
              Holder’s
                Signature:

            	 	 
	 	 	 
	
              Holder’s
                Address:

            	 	 
	 	 	 
	 	 	 


    

     

     

    Medallion
      Signature Guarantee: ___________________________________________

    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing Warrant.
      Additional documentation may be required by the Company as specified in the
      Warrant to assure compliance with federal and state securities
      laws.